Emerging Markets Horizon (HORI) 10-Q7 Oct 222022 Q1 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	Oct. 07, 2022
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Document Transition Report	false
Entity Registrant Name	EMERGING MARKETS HORIZON CORP.
Entity Central Index Key	0001865533
Entity Incorporation, State or Country Code	E9
Entity File Number	001-41136
Entity Tax Identification Number	98-1607027
Entity Address, Address Line One	8th Floor, Berkeley Square House Berkeley Square
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	W1J 6DB
City Area Code	44
Local Phone Number	20 7647 9100
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant to acquire one Class A ordinary share
Trading Symbol	HORIU
Security Exchange Name	NASDAQ
Class A Ordinary Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	HORI
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		28,750,000
Redeemable Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	HORIW
Security Exchange Name	NASDAQ
Class B Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		7,187,500

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 374,779	$ 503,187
Other receivables	0	12,500
Prepaid expenses - current	620,872	584,866
Total Current Assets	995,651	1,100,553
Investments held in Trust Account	293,278,042	293,251,371
Prepaid expenses - non-current	0	116,668
Total Assets	294,273,693	294,468,592
Current Liabilities
Accounts payable and accrued expenses	507,131	133,563
Due to related party	15,000	0
Total Current Liabilities	522,131	133,563
Warrant liabilities	3,740,000	13,881,250
Deferred underwriting commissions payable	10,062,500	10,062,500
Total Liabilities	14,324,631	24,077,313
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value, subject to possible redemption; 28,750,000 shares (at a redemption value of $10.20 per share) at March 31, 2022 and December 31,2021	293,278,042	293,251,371
Shareholders' Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at March 31, 2022 and December 31, 2021	0	0
Accumulated deficit	(13,329,699)	(22,860,811)
Total Shareholders' Deficit	(13,328,980)	(22,860,092)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	294,273,693	294,468,592
Class A Ordinary Shares [Member]
Shareholders' Deficit
Common stock	0	0
Class B Ordinary Shares [Member]
Shareholders' Deficit
Common stock	$ 719	$ 719

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Shareholders' Deficit
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Ordinary Shares [Member]
LIABILITIES AND SHAREHOLDERS DEFICIT
Ordinary share, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares subject to possible redemption (in shares)	28,750,000	28,750,000
Ordinary shares subject to possible redemption, redemption price (in dollars per share)	$ 10.2	$ 10.2
Shareholders' Deficit
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in shares)	300,000,000	300,000,000
Ordinary shares, shares issued (in shares)	0	0
Ordinary shares, shares outstanding (in shares)	0	0
Class B Ordinary Shares [Member]
Shareholders' Deficit
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in shares)	30,000,000	30,000,000
Ordinary shares, shares issued (in shares)	7,187,500	7,187,500
Ordinary shares, shares outstanding (in shares)	7,187,500	7,187,500

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS	3 Months Ended
CONDENSED STATEMENT OF OPERATIONS	Mar. 31, 2022 USD ($) $ / shares shares
Loss from Operations [Abstract]
Formation and operating costs	$ 610,138
Loss from operations	(610,138)
Other income:
Change in fair value of warrant liabilities	10,141,250
Income earned on investments held in Trust Account	26,671
Total other income, net	10,167,921
Net Income	$ 9,557,783
Class A Redeemable Common Stock [Member]
Other income:
Weighted average shares outstanding, basic (in shares) \| shares	28,750,000
Weighted average shares outstanding, diluted (in shares) \| shares	28,750,000
Basic net income per share (in dollars per share) \| $ / shares	$ 0.27
Diluted net income per share (in dollars per share) \| $ / shares	$ 0.27
Class B Non-redeemable Common Stock [Member]
Other income:
Net Income	$ 9,557,783
Weighted average shares outstanding, basic (in shares) \| shares	7,187,500
Weighted average shares outstanding, diluted (in shares) \| shares	7,187,500
Basic net income per share (in dollars per share) \| $ / shares	$ 0.27
Diluted net income per share (in dollars per share) \| $ / shares	$ 0.27

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 3 months ended Mar. 31, 2022 - USD ($)	Common Stock [Member] Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total	Class B [Member]
Beginning balance at Dec. 31, 2021	$ 719	$ 0	$ (22,860,811)	$ (22,860,092)
Beginning balance (in shares) at Dec. 31, 2021	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement adjustment on Class A ordinary shares subject to possible redemption	$ 0	0	(26,671)	(26,671)
Net income	0	0	9,557,783	9,557,783	$ 9,557,783
Ending balance at Mar. 31, 2022	$ 719	$ 0	$ (13,329,699)	$ (13,328,980)
Ending balance (in shares) at Mar. 31, 2022	7,187,500

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	3 Months Ended
CONDENSED STATEMENT OF CASH FLOWS	Mar. 31, 2022 USD ($)
Cash Flows from Operating Activities:
Net income	$ 9,557,783
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities	(10,141,250)
Interest earned on investments held in Trust Account	(26,671)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	93,162
Accounts payable and accrued expenses	373,568
Due to related party	15,000
Net cash used in operating activities	(128,408)
Net Change in Cash	(128,408)
Cash - Beginning of period	503,187
Cash - End of period	374,779
Supplemental Disclosures of Noncash Financing Activities
Remeasurement adjustment on Class A ordinary shares subject to possible redemption	$ 26,671

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Mar. 31, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Emerging Markets Horizon Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 6, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”). The information contained within this quarterly report on Form 10-Q (this “Report”) should be read in conjunction with the Company’s annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on September 12, 2022 (the “Annual Report”). On May 11, 2021, EM Horizon Investments (the “Prior Sponsor”) purchased 7,187,500 Class B ordinary shares of the Company in a private placement. On December 8, 2021, the Prior Sponsor transferred 12,500 Class B ordinary shares to each of the Company’s independent directors and, on June 8, 2022, it transferred its remaining 7,150,000 Class B ordinary shares to our current sponsor, New Emerging Markets Horizon (the “Sponsor”). The Sponsor is controlled by FPP Capital Advisers (“FPP”), an affiliate of FPP Asset Management LLP (“FPP AM”). Prior to June 8, 2022, the Company’s sponsor was the Prior Sponsor, which at its inception was controlled by FPP, Riccardo Orcel and Nevsky Properties Limited (“Nevsky Properties”), which is in turn controlled by VTB. Following the imposition of sanctions relating to Russia by the United States and other jurisdictions, including blocking sanctions against VTB as well as entities owned 50 percent or more, directly or indirectly, by VTB, we and the Prior Sponsor implemented certain remedial measures. On March 23, 2022, Nevsky Properties relinquished, irrevocably and in perpetuity, its interest in the Sponsor to the fullest extent permitted by law and such interest was blocked by the Sponsor such that it no longer conferred under any circumstances any economic or voting rights upon Nevsky Properties. In addition, following certain other changes in management effective on the same date, neither the Company nor its Prior Sponsor employed, had on its board of directors or received any services from any employees, representatives or affiliates of VTB. The Prior Sponsor was controlled solely by FPP as of April 21, 2022, when Mr. Orcel agreed to suspend indefinitely his voting and management rights in the Prior Sponsor, though he remained a non-voting member and Nevsky Properties formally remained on the Prior Sponsor’s register of members due to certain restrictions under applicable Cayman Islands law. On June 8, 2022, the Company’s Prior Sponsor and Sponsor entered into a novation agreement, whereby the Prior Sponsor transferred all of its rights and obligations under each of the contracts to which it was a party to the Sponsor, and a securities transfer agreement, whereby the Company’s Prior Sponsor transferred all of its founder shares and private placement warrants to the Sponsor. While the Company’s Sponsor remains controlled solely by FPP and Mr. Orcel remains a non-voting member, Nevsky Properties is not on its register of members. The Company intends to pursue a business combination with a target company in any stage of its corporate evolution. The Company intends to focus on identifying high growth technology and consumer-exposed businesses in Western Europe, Central & Eastern Europe (“CEE”), the Commonwealth of Independent States (the “CIS”) (excluding Russia and Belarus) or Latin America. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from May 6, 2021 (inception) through March 31, 2022 relates to the Company’s formation, its initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on December 8, 2021. On December 13, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, which includes the full exercise of the underwriters’ over-allotment option (see Note 3), and the sale of 9,000,000 warrants (the “Private Placement Warrants”), which includes the full exercise of the underwriters’ over-allotment option, at a price of $1.50 per Private Placement Warrant in a private placement to the Prior Sponsor that closed simultaneously with the Initial Public Offering (see Note 3). The Prior Sponsor transferred its 9,000,000 Private Placement Warrants to the Sponsor on June 8, 2022. Transaction costs amounted to $16,662,992 consisting of $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees payable (which are included in the balance held in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”)), and $850,492 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering on December 13, 2021, an amount of $293,250,000 ($10.20 per Unit), using the net proceeds from the sale of Units and the Private Placement Warrants, was placed in the Trust Account. The funds in the Trust Account are invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide its holders of the outstanding public shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.20 per share), calculated as of two Distinguishing Liabilities from Equity The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by March 13, 2023 (or June 13, 2023 if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Business Combination within 15 months from the closing of Initial Public Offering but have not completed the Business Combination within such 15-month period), and (c) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until March 13, 2023 (or June 13, 2023, as applicable), as such period may be extended pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern The Company assesses going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern The Company is focused on identifying high-growth technology and consumer-exposed businesses in Western Europe, CEE, the CIS (excluding Russia and Belarus) or Latin America. The recent actions by Russia against Ukraine and subsequent sanctions against Russia, Belarus and related individuals and entities have created global security concerns that could have a lasting impact on regional and global economies (see additional information below). In response to the imposition of such sanctions, the Company has adjusted its target region to exclude Russia and Belarus. In addition, the end of the Combination Period will occur prior to one year after the issuance of these financial statements. There is no assurance that the Company’s plans to consummate a Business Combination will be successful during the Combination Period. As outlined in the Company’s certificate of incorporation, if the Company does not complete, have an agreement in principle or a definitive agreement for a business combination by the end of the Combination Period, the Company will cease operations and redeem its public shares. Although the Company is continuing its pursuit of potential targets for an initial business combination, the end of the Combination Period occurring prior to one year after the issuance of these financial statements creates substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties COVID-19 Management is currently evaluating the impact of the COVID-19 pandemic on the target industries and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Conflict in Ukraine In February 2022, the Russian Federation and Belarus commenced military action with the country of Ukraine. As a result of this action, various nations have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements, and the Company is evaluating their specific impacts on the Company’s ability to pursue a Business Combination within Western Europe, CEE, the CIS (excluding Russia and Belarus) or Latin America. Changes in Management On March 23, 2022, the Board of Directors appointed Jonathan Neill as our Chief Financial Officer (“CFO”) and a director, effective March 23, 2022. On March 23, 2022, the Board of Directors accepted the resignation of Bernard Abdelmalak as CFO and a director, effective March 23, 2022. There were no disagreements, no arguments, no conflicts and no disputes with our officers, directors, auditors and other professional service providers in connection with Mr. Abdelmalak’s decision to step down as CFO and director. On April 21, 2022, the Board of Directors accepted the resignation of Riccardo Orcel as our Chief Executive Officer (“CEO”) and director, effective April 21, 2022. On April 21, 2022, the Board of Directors appointed Jonathan Neill as our interim CEO, effective April 21, 2022. Concurrently with his appointment as interim CEO, Mr. Neill resigned from his position as CFO but remained a director. On April 21, 2022, the Board of Directors appointed Christopher Edwards as our interim CFO and director, effective April 21, 2022. There were no disagreements, no arguments, no conflicts and no disputes with our officers, directors, auditors and other professional service providers in connection with Mr. Orcel’s decision to step down as CEO and director.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Annual Report, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those and other estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $374,779 and $503,187 as of March 31, 2022 and December 31, 2021, respectively. The Company had no cash equivalents as of March 31, 2022 and December 31, 2021. Investments Held in Trust Account At March 31, 2022 and December 31, 2021, the Company had $293.3 million in cash and marketable securities held in the Trust Account. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit of approximately $39.3 million. The activity in Class A ordinary shares subject to possible redemption for the period from May 6, 2021 (inception) through December 31, 2021 and the three months ended March 31, 2022 is as follows: Class A ordinary shares subject to possible redemption at May 6, 2021 (inception) $ — Gross proceeds from the sale of Class A ordinary shares in IPO 287,500,000 Less: Fair value of Public Warrants at issuance (17,968,750 ) Issuance costs on Class A ordinary shares (15,591,299 ) Plus: Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value 39,311,420 Class A ordinary shares subject to possible redemption at December 31, 2021 293,251,371 Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value 26,671 Class A ordinary shares subject to possible redemption at March 31, 2022 $ 293,278,042 The Class B ordinary shares are classified as a component of shareholders’ deficit since they are not subject to possible redemption outside of the Company’s control. Income Taxes The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company's tax provision was zero for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement Warrant Liabilities The Company accounts for warrants as liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in ASC Topic 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging Net Income Per Common Share Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. The warrants are exercisable to purchase 9,000,000 shares of common stock in the aggregate. The Company’s statements of operations include a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income per common share. Net income per common share, basic and diluted, for redeemable common stock is calculated by dividing the proportional amount of net income by the weighted average number of redeemable common shares outstanding during the period. Net income per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income attributable to redeemable common stock, by the weighted average number of non-redeemable common shares outstanding during the period. Non-redeemable common stock includes the Founder Shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted income per common share for the three months ended March 31, 2022: Common shares subject to possible redemption Numerator: Net income allocable to common shares subject to possible redemption $ 7,646,226 Denominator: Weighted average Class A redeemable common shares Weighted average Class A redeemable common shares outstanding, basic and diluted 28,750,000 Basic and diluted net income per share, Class A redeemable common stock $ 0.27 Non-Redeemable Common Stock Numerator: Net income minus redeemable net earnings Net income $ 9,557,783 Less: redeemable net income (7,646,226 ) Non-redeemable net income $ 1,911,557 Denominator: Weighted average Class B non-redeemable common shares Weighted average Class B non-redeemable common shares outstanding, basic and diluted 7,187,500 Basic and diluted net income per share, Class B non-redeemable common stock $ 0.27 Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	3 Months Ended
INITIAL PUBLIC OFFERING	Mar. 31, 2022
INITIAL PUBLIC OFFERING [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units, including 3,750,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share of the Company and one-half

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
PRIVATE PLACEMENT	Mar. 31, 2022
PRIVATE PLACEMENT [Abstract]
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT Upon the closing of the Initial Public Offering, the underwriters fully exercised their over-allotment option. The Sponsor and underwriters purchased 9,000,000 warrants (including 1,000,000 warrants issued pursuant to the full exercise by the underwriters of their over-allotment), at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $13,500,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the gross proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account, while the remaining proceeds were used for working capital purposes. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Subject to certain limitations, the Sponsor, officers, directors and underwriters have agreed to not transfer, assign or sell the Private Placement Warrants until 30 days after the completion of the Company’s Initial Public Offering.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2022
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On May 11, 2021, the Prior Sponsor purchased 7,187,500 Class B ordinary shares of the Company (the “Founder Shares”), including an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ overallotment was not exercised in full or in part, for an aggregate purchase price of $25,000, which covered deferred offering costs paid directly by the Prior Sponsor. Upon the completion of the Initial Public Offering on December 13, 2021, the underwriters fully exercised their over-allotment option and therefore 937,500 Founder Shares are no longer subject to forfeiture. On December 8, 2021, the Prior Sponsor transferred 12,500 Class B ordinary shares to each of the Company’s independent directors and, on June 8, 2022, it transferred its remaining 7,150,000 Class B ordinary shares to the Sponsor. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination, and (ii) subsequent to the Business Combination, (A) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Administrative Services Agreement The Company is party to an agreement to pay the Sponsor a total of up to $5,000 per month for business and administrative support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees, to the extent they have been incurred. For the three months ended March 31, 2022, the Company incurred $15,000 in administrative support services, which amount is included in due to related party as of March 31, 2022. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may enter into agreements to loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest. As of March 31, 2022, no Working Capital Loans were outstanding. On September 9, 2022, the Company entered into a Working Capital Loan with the Sponsor in the form of a promissory note (the “2022 Note”). Pursuant to the 2022 Note, we may borrow from the Sponsor, from time to time, up to an aggregate of $1,500,000. Borrowings under the 2022 Note will not bear interest. The 2022 Note will mature on the earlier to occur of (i) the effective date of our Business Combination or (ii) the date that the winding up of the Company becomes effective. The 2022 Note contains customary events of default, including those relating to our failure to repay the principal amount due upon maturity of the 2022 Note and certain bankruptcy events. $561,996 has been drawn and is outstanding under the 2022 Note as of the date these financial statements were issued (see Note 10 for additional information).

COMMITMENTS

COMMITMENTS	3 Months Ended
COMMITMENTS	Mar. 31, 2022
COMMITMENTS [Abstract]
COMMITMENTS	NOTE 6 — COMMITMENTS Registration Rights The holders of the Founder Shares and the Private Placement Warrants (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. A contingent obligation would be recognized once a demand is received, as the amount of the contingency could then be reasonably estimated. As of March 31, 2022, the Company has not recorded a registration right contingent obligation, as no demands have come forth. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters fully exercised their over-allotment option upon the closing of the Initial Public Offering. The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,750,000 in the aggregate, upon the closing of the Initial Public Offering. The underwriters are also entitled to a deferred fee of $0.35 per Unit, or $10,062,500. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition to the underwriting discount, the Company has agreed to pay for the FINRA-related fees and expenses of the underwriters’ legal counsel and certain diligence and other fees. The Company will also reimburse the underwriters for background checks on our directors, director nominees and executive officers.

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT	3 Months Ended
SHAREHOLDERS' DEFICIT	Mar. 31, 2022
SHAREHOLDERS' DEFICIT [Abstract]
SHAREHOLDERS' DEFICIT	NOTE 7 — SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares Upon the consummation of the IPO, the Prior Sponsor transferred 12,500 Class B shares to each of the Company’s three independent directors (the “Transferred Shares”). The Transferred Shares were evaluated under ASC 718, “ Stock Compensation Prior to the consummation of a Business Combination, only holders of Class B ordinary shares have the right to vote on the election of directors. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination (excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination). In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

WARRANT LIABILITY

WARRANT LIABILITY	3 Months Ended
WARRANT LIABILITY	Mar. 31, 2022
WARRANT LIABILITY [Abstract]
WARRANT LIABILITY	NOTE 8 — WARRANT LIABILITY Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60th business day following the closing of a Business Combination, holders of the warrants will have the right, during the period beginning on the 61st business day after the closing of a Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the company fails to have maintained an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis.” Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: • in whole and not in part; • at $0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reference value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) and the Private Placement warrants are called for redemption on the same terms as the outstanding Public Warrants. During the 30-day redemption period, each warrant holder may elect to exercise their warrants on a cashless basis and receive a number of ordinary shares as defined in the warrant agreement, based on the redemption date and the volume weighted average price of the Ordinary Shares for the ten If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company accounts for the 23,375,000 warrants issued in connection with the Initial Public Offering (consisting of 14,375,000 Public Warrants and 9,000,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
FAIR VALUE MEASUREMENTS	Mar. 31, 2022
FAIR VALUE MEASUREMENTS [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period-end, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following tables present information about the Company’s assets and liabilities that are measured at fair value at March 31, 2022 and December 31, 2021, and indicate the level in the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: At March 31, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 293,278,042 $ — $ — Liabilities: Public Warrants $ 2,300,000 $ — $ — Private Placement Warrants — — 1,440,000 Total warrant liabilities $ 2,300,000 $ — $ 1,440,000 At December 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 293,251,371 $ — $ — Liabilities: Public Warrants $ — $ — $ 8,481,250 Private Placement Warrants — — 5,400,000 Total warrant liabilities $ — $ — $ 13,881,250 Investments Held in Trust Account At March 31, 2022 and December 31, 2021, the entire $293.3 million balance in the Trust Account was held in cash and marketable securities. Warrant Liabilities The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company has classified both the Public Warrants and Private Placement Warrants as liabilities at their fair value, as determined by the valuation techniques noted below. These liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. The estimated fair value of the Public Warrants at March 31, 2022 was based upon Level 1 inputs as such warrants were actively traded on an exchange. The estimated fair value of the Public Warrants at December 31, 2021 and Private Placement Warrants at March 31, 2022 and December 31, 2021 was determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies’ common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates will remain at zero. The following table provides quantitative information regarding Level 3 fair value measurements as of March 31, 2022: Private Placement Warrants Exercise price $ 11.50 Share price $ 9.86 Volatility 3.6 % Expected term (years) 4.8 Risk-free rate 2.41 % Dividend yield — % The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2021: Public Warrants Private Placement Warrants Exercise price $ 11.50 $ 11.50 Share price $ 9.71 $ 9.71 Volatility 11.0 % 11.0 % Expected term (years) 6.0 6.0 Risk-free rate 1.35 % 1.35 % Dividend yield — % — % The change in fair value of the warrant liabilities classified as Level 3 during the three months ended March 31, 2022 is summarized as follows: Public Warrants Private Placement Warrants Warrant liabilities at December 31, 2021 $ 8,481,250 $ 5,400,000 Transfer out to Level 1 (8,481,250 ) — Change in fair value of warrant liabilities — (3,960,000 ) Warrant liabilities at March 31, 2022 $ — $ 1,440,000

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2022
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through October 7, 2022, the date that the financial statements were issued. Based upon this review, other than as described within these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than those disclosed below and the changes in management on April 21, 2022 and sponsor on June 8, 2022 (disclosed in Note 1). Related Party Loans On September 1, 2022, the Company received a Working Capital Loan from the Sponsor in the amount of $561,996 pursuant to the 2022 Note, the proceeds of which were used to settle outstanding invoices from various service providers. Borrowings under the 2022 Note will not bear interest. The 2022 Note will mature on the earlier to occur of (i) the effective date of our Business Combination or (ii) the date that the winding up of the Company becomes effective.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Annual Report, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim period.
Use of Estimates	Use of Estimates The preparation of the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those and other estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $374,779 and $503,187 as of March 31, 2022 and December 31, 2021, respectively. The Company had no cash equivalents as of March 31, 2022 and December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account At March 31, 2022 and December 31, 2021, the Company had $293.3 million in cash and marketable securities held in the Trust Account.
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit of approximately $39.3 million. The activity in Class A ordinary shares subject to possible redemption for the period from May 6, 2021 (inception) through December 31, 2021 and the three months ended March 31, 2022 is as follows: Class A ordinary shares subject to possible redemption at May 6, 2021 (inception) $ — Gross proceeds from the sale of Class A ordinary shares in IPO 287,500,000 Less: Fair value of Public Warrants at issuance (17,968,750 ) Issuance costs on Class A ordinary shares (15,591,299 ) Plus: Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value 39,311,420 Class A ordinary shares subject to possible redemption at December 31, 2021 293,251,371 Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value 26,671 Class A ordinary shares subject to possible redemption at March 31, 2022 $ 293,278,042 The Class B ordinary shares are classified as a component of shareholders’ deficit since they are not subject to possible redemption outside of the Company’s control.
Income Taxes	Income Taxes The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company's tax provision was zero for the period presented.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in ASC Topic 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging
Net Income Per Common Share	Net Income Per Common Share Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. The warrants are exercisable to purchase 9,000,000 shares of common stock in the aggregate. The Company’s statements of operations include a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income per common share. Net income per common share, basic and diluted, for redeemable common stock is calculated by dividing the proportional amount of net income by the weighted average number of redeemable common shares outstanding during the period. Net income per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income attributable to redeemable common stock, by the weighted average number of non-redeemable common shares outstanding during the period. Non-redeemable common stock includes the Founder Shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted income per common share for the three months ended March 31, 2022: Common shares subject to possible redemption Numerator: Net income allocable to common shares subject to possible redemption $ 7,646,226 Denominator: Weighted average Class A redeemable common shares Weighted average Class A redeemable common shares outstanding, basic and diluted 28,750,000 Basic and diluted net income per share, Class A redeemable common stock $ 0.27 Non-Redeemable Common Stock Numerator: Net income minus redeemable net earnings Net income $ 9,557,783 Less: redeemable net income (7,646,226 ) Non-redeemable net income $ 1,911,557 Denominator: Weighted average Class B non-redeemable common shares Weighted average Class B non-redeemable common shares outstanding, basic and diluted 7,187,500 Basic and diluted net income per share, Class B non-redeemable common stock $ 0.27
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Class A Ordinary Shares Subject to Possible Redemption	The activity in Class A ordinary shares subject to possible redemption for the period from May 6, 2021 (inception) through December 31, 2021 and the three months ended March 31, 2022 is as follows: Class A ordinary shares subject to possible redemption at May 6, 2021 (inception) $ — Gross proceeds from the sale of Class A ordinary shares in IPO 287,500,000 Less: Fair value of Public Warrants at issuance (17,968,750 ) Issuance costs on Class A ordinary shares (15,591,299 ) Plus: Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value 39,311,420 Class A ordinary shares subject to possible redemption at December 31, 2021 293,251,371 Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value 26,671 Class A ordinary shares subject to possible redemption at March 31, 2022 $ 293,278,042
Basic and Diluted Income Per Common Share	The following table reflects the calculation of basic and diluted income per common share for the three months ended March 31, 2022: Common shares subject to possible redemption Numerator: Net income allocable to common shares subject to possible redemption $ 7,646,226 Denominator: Weighted average Class A redeemable common shares Weighted average Class A redeemable common shares outstanding, basic and diluted 28,750,000 Basic and diluted net income per share, Class A redeemable common stock $ 0.27 Non-Redeemable Common Stock Numerator: Net income minus redeemable net earnings Net income $ 9,557,783 Less: redeemable net income (7,646,226 ) Non-redeemable net income $ 1,911,557 Denominator: Weighted average Class B non-redeemable common shares Weighted average Class B non-redeemable common shares outstanding, basic and diluted 7,187,500 Basic and diluted net income per share, Class B non-redeemable common stock $ 0.27

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Mar. 31, 2022
FAIR VALUE MEASUREMENTS [Abstract]
Assets and Liabilities Measured at Fair Value	The following tables present information about the Company’s assets and liabilities that are measured at fair value at March 31, 2022 and December 31, 2021, and indicate the level in the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: At March 31, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 293,278,042 $ — $ — Liabilities: Public Warrants $ 2,300,000 $ — $ — Private Placement Warrants — — 1,440,000 Total warrant liabilities $ 2,300,000 $ — $ 1,440,000 At December 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 293,251,371 $ — $ — Liabilities: Public Warrants $ — $ — $ 8,481,250 Private Placement Warrants — — 5,400,000 Total warrant liabilities $ — $ — $ 13,881,250
Level 3 Fair Value Measurements	The following table provides quantitative information regarding Level 3 fair value measurements as of March 31, 2022: Private Placement Warrants Exercise price $ 11.50 Share price $ 9.86 Volatility 3.6 % Expected term (years) 4.8 Risk-free rate 2.41 % Dividend yield — % The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2021: Public Warrants Private Placement Warrants Exercise price $ 11.50 $ 11.50 Share price $ 9.71 $ 9.71 Volatility 11.0 % 11.0 % Expected term (years) 6.0 6.0 Risk-free rate 1.35 % 1.35 % Dividend yield — % — %
Change in Fair Value of Warrant Liabilities	The change in fair value of the warrant liabilities classified as Level 3 during the three months ended March 31, 2022 is summarized as follows: Public Warrants Private Placement Warrants Warrant liabilities at December 31, 2021 $ 8,481,250 $ 5,400,000 Transfer out to Level 1 (8,481,250 ) — Change in fair value of warrant liabilities — (3,960,000 ) Warrant liabilities at March 31, 2022 $ — $ 1,440,000

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)					3 Months Ended
	Jun. 08, 2022 shares	Dec. 13, 2021 USD ($) $ / shares shares	Dec. 08, 2021 shares	May 11, 2021 shares	Mar. 31, 2022 USD ($) Business $ / shares	Dec. 31, 2021 USD ($)
Sale and Issuance of Equity [Abstract]
Transaction costs \| $		$ 16,662,992
Underwriting fees \| $		5,750,000
Deferred underwriting fees \| $		10,062,500			$ 10,062,500	$ 10,062,500
Other offering costs \| $		850,492
Minimum required post transaction ownership percentage of acquired business					50%
Minimum percentage of Trust Account equal to fair market value of business combination required					80%
Net proceeds deposited in Trust Account \| $		$ 293,250,000
Cash deposited in Trust Account per Unit (in dollars per share) \| $ / shares		$ 10.2			$ 10
Redemption price (in dollars per share) \| $ / shares					$ 10.2
Period to prior to the completion of Business Combination					2 days
Net tangible asset threshold for redeeming Public Shares \| $					$ 5,000,001
Percentage of Public Shares that can be redeemed without prior consent					15%
Period to complete business combination from closing of Initial Public Offering					15 months
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period					100%
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period					10 days
Amount of interest to pay dissolution expenses \| $					$ 100,000
VTB Bank [Member]
Sale and Issuance of Equity [Abstract]
Ownership percentage					50%
Minimum [Member]
Sale and Issuance of Equity [Abstract]
Number of operating businesses included in Initial Business Combination \| Business					1
Class B Ordinary Shares [Member] \| Independent Director 1 [Member]
Sale and Issuance of Equity [Abstract]
Shares issued (in shares) \| shares			12,500
Class B Ordinary Shares [Member] \| Independent Director 2 [Member]
Sale and Issuance of Equity [Abstract]
Shares issued (in shares) \| shares			12,500
Class B Ordinary Shares [Member] \| Independent Director 3 [Member]
Sale and Issuance of Equity [Abstract]
Shares issued (in shares) \| shares			12,500
Class B Ordinary Shares [Member] \| Prior Sponsor [Member]
Sale and Issuance of Equity [Abstract]
Shares issued (in shares) \| shares				7,187,500
Class B Ordinary Shares [Member] \| Sponsor [Member] \| Forecast [Member]
Sale and Issuance of Equity [Abstract]
Shares issued (in shares) \| shares	7,150,000
Initial Public Offering [Member] \| Public Shares [Member]
Sale and Issuance of Equity [Abstract]
Units issued (in shares) \| shares		28,750,000
Share price (in dollars per share) \| $ / shares		$ 10
Private Placement [Member] \| Private Placement Warrants [Member]
Sale and Issuance of Equity [Abstract]
Share price (in dollars per share) \| $ / shares		$ 1.5
Warrants issued (in shares) \| shares		9,000,000

DESCRIPTION OF ORGANIZATION A_3

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, Liquidity and Going Concern (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Liquidity and Going Concern [Abstract]
Cash	$ 374,779	$ 503,187
Sponsor or Affiliate of Sponsor or Certain Directors and Officers [Member] \| Working Capital Loans [Member]
Liquidity and Going Concern [Abstract]
Outstanding loan	0
Sponsor or Affiliate of Sponsor or Certain Directors and Officers [Member] \| Promissory Note [Member]
Liquidity and Going Concern [Abstract]
Outstanding loan	$ 561,996

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash	$ 374,779	$ 503,187
Cash equivalents	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Investments Held in Trust Account (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Investments Held in Trust Account [Abstract]
Investments held in Trust Account	$ 293,278,042	$ 293,251,371

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Ordinary Shares Subject to Possible Redemption (Details) - USD ($)	3 Months Ended	8 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 13, 2021
Ordinary Shares Subject to Possible Redemption [Abstract]
Class A ordinary shares subject to possible redemption (in shares)	$ 293,251,371
Issuance costs on Class A ordinary shares			$ (16,662,992)
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value	26,671
Class A ordinary shares subject to possible redemption (in shares)	293,278,042	$ 293,251,371
Initial Public Offering [Member]
Ordinary Shares Subject to Possible Redemption [Abstract]
Class A ordinary shares subject to possible redemption (in shares)	293,251,371	0
Class A ordinary shares subject to possible redemption (in shares)	293,278,042	293,251,371
Initial Public Offering [Member] \| Class A Ordinary Shares [Member]
Ordinary Shares Subject to Possible Redemption [Abstract]
Gross proceeds from the sale of Class A ordinary shares in IPO		287,500,000
Issuance costs on Class A ordinary shares		(15,591,299)
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value	$ 26,671	39,311,420
Initial Public Offering [Member] \| Public Warrants [Member]
Ordinary Shares Subject to Possible Redemption [Abstract]
Fair value of Public Warrants at issuance		$ (17,968,750)

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details)	3 Months Ended
	Mar. 31, 2022 USD ($)
Income Taxes [Abstract]
Tax provision	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income Per Common Share (Details)	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares
Net Income Per Common Share [Abstract]
Warrants exercisable to purchase of aggregate common stock (in shares) \| shares	9,000,000
Numerator: [Abstract]
Net income \| $	$ 9,557,783
Class A Redeemable Common Stock [Member]
Numerator: [Abstract]
Net income allocable to common shares subject to possible redemption \| $	$ 7,646,226
Denominator: [Abstract]
Basic weighted average common shares outstanding (in shares) \| shares	28,750,000
Diluted weighted average common shares outstanding (in shares) \| shares	28,750,000
Basic net income per share (in dollars per share) \| $ / shares	$ 0.27
Diluted net income per share (in dollars per share) \| $ / shares	$ 0.27
Class B Non-redeemable Common Stock [Member]
Numerator: [Abstract]
Net income \| $	$ 9,557,783
Net income allocable to common shares subject to possible redemption \| $	(7,646,226)
Non-redeemable net income \| $	$ 1,911,557
Denominator: [Abstract]
Basic weighted average common shares outstanding (in shares) \| shares	7,187,500
Diluted weighted average common shares outstanding (in shares) \| shares	7,187,500
Basic net income per share (in dollars per share) \| $ / shares	$ 0.27
Diluted net income per share (in dollars per share) \| $ / shares	$ 0.27

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)	Dec. 13, 2021 $ / shares shares
Initial Public Offering [Member] \| Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	28,750,000
Share price (in dollars per share) \| $ / shares	$ 10
Initial Public Offering [Member] \| Public Warrants [Member]
Initial Public Offering [Abstract]
Number of securities included in each unit (in shares)	0.5
Exercise price of warrant (in dollars per share) \| $ / shares	$ 11.5
Initial Public Offering [Member] \| Class A Ordinary Shares [Member]
Initial Public Offering [Abstract]
Number of securities included in each unit (in shares)	1
Number of ordinary shares called by each warrant (in shares)	1
Over-Allotment Option [Member] \| Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	3,750,000
Share price (in dollars per share) \| $ / shares	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)		3 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Dec. 13, 2021	Mar. 31, 2022
Private Placement Warrants [Member]
Private Placement [Abstract]
Class of warrants, holding period		30 days
Private Placement [Member] \| Class A Ordinary Shares [Member]
Private Placement [Abstract]
Number of ordinary shares called by each warrant (in shares)		1
Private Placement [Member] \| Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)	9,000,000
Share price (in dollars per share)	$ 1.5
Proceeds from private placement of warrants	$ 13,500,000
Exercise price of warrant (in dollars per share)		$ 11.5
Over-Allotment Option [Member] \| Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)	1,000,000

RELATED PARTY TRANSACTIONS, Fou

RELATED PARTY TRANSACTIONS, Founder Shares (Details) - USD ($)				3 Months Ended
	Jun. 08, 2022	Dec. 08, 2021	May 11, 2021	Mar. 31, 2022	Dec. 13, 2021
Class B Ordinary Shares [Member] \| Independent Director 1 [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)		12,500
Class B Ordinary Shares [Member] \| Independent Director 2 [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)		12,500
Class B Ordinary Shares [Member] \| Independent Director 3 [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)		12,500
Prior Sponsor [Member] \| Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)			7,187,500
Sponsor [Member] \| Class B Ordinary Shares [Member] \| Forecast [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)	7,150,000
Founder Shares [Member]
Related Party Transactions [Abstract]
Number of shares subject to forfeiture (in shares)					937,500
Founder Shares [Member] \| Minimum [Member]
Related Party Transactions [Abstract]
Period not to transfer, assign or sell shares				1 year
Founder Shares [Member] \| Class A Ordinary Shares [Member] \| Minimum [Member]
Related Party Transactions [Abstract]
Share price threshold to transfer, assign or sell shares (in dollars per share)				$ 12
Threshold period after initial business combination				150 days
Founder Shares [Member] \| Class B Ordinary Shares [Member] \| Independent Director 1 [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)		12,500
Founder Shares [Member] \| Class B Ordinary Shares [Member] \| Independent Director 2 [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)		12,500
Founder Shares [Member] \| Class B Ordinary Shares [Member] \| Independent Director 3 [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)		12,500
Founder Shares [Member] \| Prior Sponsor [Member] \| Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)			7,187,500
Proceeds from issuance of common stock to Sponsor			$ 25,000
Founder Shares [Member] \| Sponsor [Member] \| Class A Ordinary Shares [Member]
Related Party Transactions [Abstract]
Number of trading days				20 days
Trading day threshold period				30 days
Founder Shares [Member] \| Sponsor [Member] \| Class B Ordinary Shares [Member] \| Forecast [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)	7,150,000
Founder Shares [Member] \| Sponsor [Member] \| Class B Ordinary Shares [Member] \| Maximum [Member]
Related Party Transactions [Abstract]
Number of shares subject to forfeiture (in shares)			937,500

RELATED PARTY TRANSACTIONS, Adm

RELATED PARTY TRANSACTIONS, Administrative Services Agreement (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Due to related party	$ 15,000	$ 0
Sponsor [Member] \| Administrative Services Agreement [Member]
Related Party Transactions [Abstract]
Due to related party	15,000
Maximum [Member] \| Sponsor [Member] \| Administrative Services Agreement [Member]
Related Party Transactions [Abstract]
Monthly related party fee	$ 5,000

RELATED PARTY TRANSACTIONS, Rel

RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - Sponsor or Affiliate of Sponsor or Certain Directors and Officers [Member] - Working Capital Loans [Member] - USD ($)	Sep. 01, 2022	Sep. 09, 2022	Mar. 31, 2022
Related Party Transactions [Abstract]
Amount outstanding			$ 0
Forecast [Member]
Related Party Transactions [Abstract]
Amount outstanding	$ 561,996
Maximum aggregate amount of loan		$ 1,500,000
Amount drawn	$ 561,996

COMMITMENTS (Details)

COMMITMENTS (Details)	3 Months Ended
COMMITMENTS (Details)	Mar. 31, 2022 USD ($) Demand $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 13, 2021 USD ($)
Underwriting Agreement [Abstract]
Term of option for underwriters to purchase additional units to cover over-allotments	45 days
Underwriting discount (in dollars per share) \| $ / shares	$ 0.2
Underwriting discount \| $	$ 5,750,000
Underwriters deferred fee (in dollars per share) \| $ / shares	$ 0.35
Deferred underwriting commissions payable \| $	$ 10,062,500	$ 10,062,500	$ 10,062,500
Maximum [Member]
Registration And Stockholder Rights [Abstract]
Number of demands eligible security holder can make \| Demand	3
Underwriting Agreement [Abstract]
Additional units that can be purchased to cover over-allotments (in shares) \| shares	3,750,000

SHAREHOLDERS' DEFICIT, Preferen

SHAREHOLDERS' DEFICIT, Preference Shares (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
SHAREHOLDERS' DEFICIT [Abstract]
Preference shares, shares authorized (in shares)	1,000,000	1,000,000
Preference shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares issued (in shares)	0	0
Preference shares, shares outstanding (in shares)	0	0

SHAREHOLDERS' DEFICIT, Ordinary

SHAREHOLDERS' DEFICIT, Ordinary Shares (Details)		3 Months Ended
SHAREHOLDERS' DEFICIT, Ordinary Shares (Details)	Dec. 08, 2021 USD ($) $ / shares shares	Mar. 31, 2022 Vote Director $ / shares shares	Dec. 31, 2021 $ / shares shares
Shareholders' Deficit [Abstract]
Number of independent directors \| Director		3
Fair value of transferred shares (in dollars per share) \| $ / shares	$ 6.5
Estimated fair value \| $	$ 243,750
Stock conversion percentage threshold		20%
Conversion of stock at the time of business combination (in shares)		1
Class A Ordinary Shares [Member]
Shareholders' Deficit [Abstract]
Ordinary shares, shares authorized (in shares)		300,000,000	300,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Number of voting rights per share \| Vote		1
Temporary equity, shares issued (in shares)		28,750,000
Temporary equity, shares outstanding (in shares)		28,750,000	28,750,000
Ordinary shares, shares issued (in shares)		0	0
Ordinary shares, shares outstanding (in shares)		0	0
Class B Ordinary Shares [Member]
Shareholders' Deficit [Abstract]
Ordinary shares, shares authorized (in shares)		30,000,000	30,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Number of voting rights per share \| Vote		1
Ordinary shares, shares issued (in shares)		7,187,500	7,187,500
Ordinary shares, shares outstanding (in shares)		7,187,500	7,187,500
Class B Ordinary Shares [Member] \| Independent Directors [Member]
Shareholders' Deficit [Abstract]
Shares issued (in shares)	37,500
Class B Ordinary Shares [Member] \| Independent Director 1 [Member]
Shareholders' Deficit [Abstract]
Shares issued (in shares)	12,500
Class B Ordinary Shares [Member] \| Independent Director 2 [Member]
Shareholders' Deficit [Abstract]
Shares issued (in shares)	12,500
Class B Ordinary Shares [Member] \| Independent Director 3 [Member]
Shareholders' Deficit [Abstract]
Shares issued (in shares)	12,500

WARRANT LIABILITY (Details)

WARRANT LIABILITY (Details)	3 Months Ended
WARRANT LIABILITY (Details)	Mar. 31, 2022 $ / shares shares
Warrants [Abstract]
Period to exercise warrants after business combination	30 days
Period to exercise warrants after public offerings	12 months
Expiration period of warrants	5 years
Period for registration statement to become effective	60 days
Limitation period to transfer, assign or sell warrants	30 days
Maximum [Member]
Warrants [Abstract]
Number of days to file registration statement	20 days
Initial Public Offering [Member]
Warrants [Abstract]
Warrants outstanding (in shares) \| shares	23,375,000
Class A Ordinary Shares [Member] \| Additional Issue of Common Stock or Equity-linked Securities [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 18
Trading day threshold period	20 days
Percentage of aggregate gross proceeds of issuance available for funding of initial business combination	60%
Percentage of exercise price of public warrants is adjusted higher than the market value of newly issued price	115%
Class A Ordinary Shares [Member] \| Additional Issue of Common Stock or Equity-linked Securities [Member] \| Maximum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 9.2
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price	180%
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] \| Class A Ordinary Shares [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Number of trading days	30 days
Trading day threshold period	20 days
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] \| Class A Ordinary Shares [Member] \| Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 18
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] \| Class A Ordinary Shares [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.1
Notice period to redeem warrants	30 days
Trading day period to calculate volume weighted average price following notice of redemption	10 days
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] \| Class A Ordinary Shares [Member] \| Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 10
Public Warrants [Member] \| Initial Public Offering [Member]
Warrants [Abstract]
Warrants outstanding (in shares) \| shares	14,375,000
Private Placement Warrants [Member] \| Initial Public Offering [Member]
Warrants [Abstract]
Warrants outstanding (in shares) \| shares	9,000,000

FAIR VALUE MEASUREMENTS, Assets

FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1) [Member]
Assets [Abstract]
Investments held in Trust Account	$ 293,278,042	$ 293,251,371
Liabilities [Abstract]
Total warrant liabilities	2,300,000	0
Quoted Prices in Active Markets (Level 1) [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Total warrant liabilities	2,300,000	0
Quoted Prices in Active Markets (Level 1) [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Total warrant liabilities	0	0
Significant Other Observable Inputs (Level 2) [Member]
Assets [Abstract]
Investments held in Trust Account	0	0
Liabilities [Abstract]
Total warrant liabilities	0	0
Significant Other Observable Inputs (Level 2) [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Total warrant liabilities	0	0
Significant Other Observable Inputs (Level 2) [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Total warrant liabilities	0	0
Significant Other Unobservable Inputs (Level 3) [Member]
Assets [Abstract]
Investments held in Trust Account	0	0
Liabilities [Abstract]
Total warrant liabilities	1,440,000	13,881,250
Significant Other Unobservable Inputs (Level 3) [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Total warrant liabilities	0	8,481,250
Significant Other Unobservable Inputs (Level 3) [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Total warrant liabilities	$ 1,440,000	$ 5,400,000

FAIR VALUE MEASUREMENTS, Level

FAIR VALUE MEASUREMENTS, Level 3 Fair Value Measurement Inputs (Details)	Mar. 31, 2022	Dec. 31, 2021
Fair Value Measurements [Abstract]
Expected term (years)	5 years
Exercise Price [Member] \| Public Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input		11.5
Exercise Price [Member] \| Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input	11.5	11.5
Share Price [Member] \| Public Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input		9.71
Share Price [Member] \| Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input	9.86	9.71
Volatility [Member] \| Public Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input		0.11
Volatility [Member] \| Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input	0.036	0.11
Expected Term [Member] \| Public Warrants [Member]
Fair Value Measurements [Abstract]
Expected term (years)		6 years
Expected Term [Member] \| Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Expected term (years)	4 years 9 months 18 days	6 years
Risk Free Rate [Member] \| Public Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input		0.0135
Risk Free Rate [Member] \| Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input	0.0241	0.0135
Dividend Yield [Member] \| Public Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input		0
Dividend Yield [Member] \| Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input	0	0

FAIR VALUE MEASUREMENTS, Change

FAIR VALUE MEASUREMENTS, Change in Fair Value of Warrant Liabilities (Details)	3 Months Ended
	Mar. 31, 2022 USD ($)
Unobservable Input Reconciliation [Roll Forward]
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net
Public Warrants [Member]
Unobservable Input Reconciliation [Roll Forward]
Warrant liabilities, beginning of period	$ 8,481,250
Transfer out to Level 1	(8,481,250)
Change in fair value of warrant liabilities	0
Warrant liabilities, end of period	0
Private Placement Warrants [Member]
Unobservable Input Reconciliation [Roll Forward]
Warrant liabilities, beginning of period	5,400,000
Transfer out to Level 1	0
Change in fair value of warrant liabilities	(3,960,000)
Warrant liabilities, end of period	$ 1,440,000

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)	Sep. 01, 2022 USD ($)
Sponsor [Member] \| Working Capital Loan [Member] \| Forecast [Member]
Related Party Loans [Abstract]
Proceeds from related party loan	$ 561,996